SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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[Free English Translation]
BANCO SANTANDER (BRASIL) S.A.
Public-Held Company with Authorized Capital
Corporate Taxpayer ID (“CNPJ/MF”) # 90.400.888/0001-42
Company Registration (“NIRE”) # 35.300.332.067
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON MAY 15, 2014
DATE, TIME, AND PLACE:
May 15, 2014, at 10:00 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company”).
ATTENDANCE:
The majority of the Company´s Board of Directors members, as follows: Mr. Celso Clemente Giacometti – Chairman of the Board of Directors and Independent Director; and the Directors Messrs. Conrado Engel, José de Paiva Ferreira and José Manuel Tejon Borrajo; and the Independent Directors Mrs. Marilia Artimonte Rocca and Viviane Senna Lalli.
CALL NOTICE:
The Meeting was duly convened as provided for in article 16 of the Company´s Bylaws.
BOARD:
Pursuant to article 18, item I of the Company´s Bylaws, the Meeting was chaired by the Chairman of the Board of Directors, Mr. Celso Clemente Giacometti, who invited Mr.Marco Antônio Martins de Araújo Filho, Company´sVice-President Executive Officer, to act as the Secretary.
AGENDA:
Re-ratify the Minutes of the Board of Directors Meeting of the Company, held at 9:30 a.m. on March 26, 2014, specifically, to appear in terms that after Mr.Graham Charles Nyetakes office ofthe post of technical member qualified of the Audit Committee, the current technical member qualified, Mrs. Elidie Palma Bifano, will remain on the Company´s Audit Committee, as a member.
RESOLUTIONS:
Initially, the Board of Directors´ members approved the writing of the Minutes of the Meeting in an abridged form. It was also approved the publication of the Minutes in the form of an abstract, without Directors’ signatures.
Afterwards, proceeding to the item of the Agenda, after examination and discussion of such matter, and pursuant to the documents presented to the Director’s, the Company´s Board of Directors, unanimously and without any restrictionsAPPROVEDre-ratifythe Minutes of the Board of Directors Meeting of the Company, held at 9:30 a.m. on March 26, 2014, held at 9:30 a.m. on March 26, 2014, specifically, to appear in terms that after Mr.Graham Charles Nyetakes office ofthe post oftechnical member qualified of the Audit Committee, pursuant to article 12, paragraph 2, of Resolution # 3,198/04 of the National Monetary Council, whose election process is pending approval by the Central Bank of Brazil, the current technical member qualified, Mrs. Elidie Palma Bifano, will remain on the Company´s Audit Committee, as amember. Accordingly, the Audit Committee of the Company will apply the following composition, with a term of office of one (1) year, which will expire on March 18, 2015:
[Free English Translation]
Mr.René Luiz Grande, Brazilian, married, economist, holder of RG # 6.309.316-9 issues by SSP/SP, registered with theCPF/MF under # 583.893.348-87,resident and domiciled in Sorocaba/SP, with business address in São Paulo/SP, Av. Presidente Juscelino Kubitschek, nº 2235, Vila Olímpia – São Paulo – SP, in the capacity ofCoordinator of the Company’s Audit Committee, pursuant to Art. 30, paragraph 1 of the Company’s Bylaws; Mr.Graham Charles Nye, Brazilian, married, accountant, bearer of ID card under #9.396.390 SSP/SP, registered with the Individual Taxpayers’ Roll (“CPF/MF”) under #010.456.578-08, resident and domiciled in São Paulo/SP, with business address in São Paulo/SP, Av. Presidente Juscelino Kubitschek, nº 2235, Vila Olímpia – São Paulo – SP, in capacity oftechnical qualified member, pursuant to article 12, paragraph 2, of Resolution # 3,198/04 of the National Monetary Council; Mr.Celso Clemente Giacometti, Brazilian, married, business administrator, holder ofRG # 3.179.758-1 issued bySSP/SP, registered with theCPF/MF under # 029.303.408-78, resident and domiciled in São Paulo - SP, with business address at Avenida Vereador José Diniz, 3725 - 6o floor; and Mrs.Elidie Palma Bifano, Brazilian, married, graduate in law, bearer ofRG # 3.076.167SSP/SP, registered withCPF/MF under # 395.907.558-87, resident and domiciled in São Paulo – SP, with business address at Avenue Presidente Juscelino Kubitschek, # 2235, Vila Olímpia – SP, in capacity ofmembers.
CLOSING: There being no further matters to be resolved, the Meeting has been closed and these minutes have been prepared, which were read, approved, and signed by the present Board of Directors´ members and the Secretary. São Paulo, May 15, 2014. Mr. Celso Clemente Giacometti –Chairman of the Company´s Board of Directors;Mr. Conrado Engel, Mr. José de Paiva Ferreira, Mr. José Manuel Tejon Borrajo, Mrs. Marilia Artimonte Rocca and Mrs. Viviane Senna Lalli - Directors – Directors.Marco Antônio Martins de Araújo Filho – Secretary.
I certify that this is a true transcript of the minutes recorded in the Minutes of the Board of Directors Meetings Book of the Company.
_______________________________________
Marco Antônio Martins de Araújo Filho
Secretary
Banco Santander (Brasil) S.A. | ||
By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
By: | /S/ Carlos Alberto Lopéz Galán | |
Carlos Alberto Lopéz Galán Vice - President Executive Officer |